SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 12, 1999
METEOR INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-27968 84-1236619
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
216 Sixteenth Street, Suite 730, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 572-1135
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 8, 1999, Meteor Industries, Inc. ("Meteor" or the
"Corporation"), filed a Report on Form 8-K with the Securities and Exchange
Commission describing a December 30, 1998, transaction that could be
considered to constitute, or to create a possibility of, a change in control
of the Corporation. In that transaction, Nevada Manhattan Group, Inc.
("Nevada Manhattan"), purchased 1,212,000 shares of the Corporation's common
stock from Capco Aquisub, Inc. That transaction shall be referred to as the
"Capco Transaction" and the shares that were the subject of the Capco
Transaction shall be referred to as the "Capco Shares."
Details regarding the Capco Transaction were set forth in a document
captioned "Term Sheet" and dated December 30, 1998, between Nevada Manhattan
and Capco. A copy of the Term Sheet was attached to the earlier Form 8-K as
Exhibit 10.1.
The Term Sheet provided, among other things, that Nevada Manhattan
"shall have the right to rescind the [Capco] Transaction by no later than
February 15, 1999." By a letter to Capco dated February 12, 1999, Nevada
Manhattan gave notice that it had elected to exercise its right of rescission.
A copy of the letter is attached hereto as Exhibit 10.1B. As a result of
Nevada Manhattan's election to rescind, the Capco Transaction has been
terminated, and the Capco Shares have been redelivered to Capco.
On January 21, 1999, Meteor filed a further Report on Form 8-K
describing an additional transaction that was closely related to the Capco
Transaction. The additional transaction was one that could be deemed to
involve a further change in control of the Corporation.
In the additional transaction, the Meteor Board of Directors designated
a series of preferred stock titled Series B Preferred Stock (the "Preferred
Shares"), such series to be subject to the terms described in the January 21,
1999, Form 8-K. The purpose of the Preferred Shares was to permit Meteor to
enforce certain rights related to the Capco Transaction, as described in the
January 21, 1999, Form 8-K. Pursuant to the authority granted by the Board,
the Corporation issued an aggregate of 300 shares of the Preferred Shares on
January 11, 1999, to three members of the Board, as described in the January
21, 1999, Form 8-K.
In light of the rescission of the Capco Transaction, Meteor intends to
call a special meeting of its Board of Directors to consider redemption of
the outstanding Preferred Shares. The special meeting has not yet occurred.
Until further action by the Board has been taken, the Preferred Shares will
remain in place.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
[none]
(b) Pro Forma Financial Information
[none]
(c) Exhibits
The Company hereby files the following exhibits:
(10.1B) Rescission letter, dated February 12, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
METEOR INDUSTRIES, INC.
By:
Dated: February 19, 1998 Edward J. Names,
President
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Exhibit 10.1B
February 12, 1999
CAPCO AQUISUB, INC., a Colorado corporation
Gentlemen:
Pursuant to the "due diligence" paragraph contained on page 4 (a true and
correct copy attached) of the Term Sheet dated December 30, 1998 for the
purchase of a controlling interest in Meteor Industries, Inc., Nevada
Manhattan Group, Inc. elects to rescind the transaction.
According to the terms of the rescission, Nevada Manhattan will immediately
deliver all of the Initial Shares (as defined in the Term Sheet) and accept
the Consideration ($500,000).
Please make arrangements to deliver the Consideration by Monday, February 15,
1999.
A true and correct copy of this letter will also be delivered simultaneously
to Meteor Industries, Inc., to the attention of Mr. Edward Nature, President.
NEVADA MANHATTAN GROUP, INC.
(formerly Nevada Manhattan Mining, Inc.)
By:
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Neil H. Lewis
Secretary
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management slate of individuals proposed by NM to be elected as members
of the NM Board after the date hereof and prior to the Option Termination
Date. If at any time the aggregate number of shares of NM stock held by
Stockholder and purchasable by Stockholder under the Option shall be less
than Seven Million Five Hundred Thousand (7,500,00) shares, Stockholder's
rights under this paragraph shall cease and terminate.
Expenses:
Each Party shall bear such Party's own costs and expenses arising out of or
relating to the Transaction (including such Party's own attorneys fees and
expense).
Assurances:
The Parties hereby agree to execute and deliver all documents and
instruments, and take such action as my be required, in order to effectuate
the terms and conditions set forth in this Term Sheet (Stockholder shall not
disclose to any third party any information concerning the Transaction (or the
transactions contemplated by the Other Term Sheets) without the prior
written consent of NM.)
Due Diligence:
Anything to the contrary appearing in this Term Sheet notwithstanding, NM
shall have the right to rescind the Transaction by no later than February 15,
1999. Upon any such recission, NM shall return all of the Shares to
Stockholder, and Stockholder shall return to NM all Consideration and any
other consideration received by Stockholder hereunder, and there shall be no
further liability to either party,
The terms and conditions set forth in this Term Sheet shall be binding
and enforceable among the Parties. This Term Sheet and all transactions and
disputes arising out of or related hereto shall be governed by the laws of
California. The Parties contemplate that the Transaction will be consummated
in accordance with the terms of this Term Sheet, and that this Term Sheet will
be amended and restated in its entirety in definitive documents by February
15, 1999, and the Parties agree to negotiate in good faith such definitive
documents, which will contain customary representations, warranties, covenants
and conditions as reasonably required by NM, The definitive documents shall
include, without limitation, a pledge agreement providing for a pledge of the
Shares by NM to the Stockholder securing NM's obligations to pay the
Consideration and interest thereon, which pledge agreement shall provide,
among other things, that (i) the Shares pledged thereunder shall be held by a
pledge agent reasonably acceptable to the parties hereto, and (ii) a ratable
portion of the number of Shares pledged thereunder shall be released from such
pledge upon payment of each installment of Consideration (together with
interest thereon). In the event that final definitive documents either are not
executed or not agreed upon between the Parties, then it is expressly
understood and agreed that this Term Sheet shall be in lieu of any such
definitive documents and shall be enforceable in accordance with the terms and
conditions contained herein, and each Party
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